UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 18, 2013
NorthStar Real Estate Income Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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000-54671 |
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26-4141646 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification No.) |
399 Park Avenue, 18th Floor, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 547-2600
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2013, NSREIT CB Loan, LLC (“NSREIT CB”), an indirect wholly-owned subsidiary of NorthStar Real Estate Income Trust, Inc. (the “Company”), entered into a Second Amendment (the “Second Amendment”) to that certain Master Repurchase Agreement dated July 18, 2012, as amended by that certain First Amendment to Master Repurchase Agreement, dated November 30, 2012 (the “Citi Credit Facility”) with Citibank, N.A. (“Citibank”) and a First Amendment (the “Limited Guaranty Amendment”) to that certain Limited Guaranty dated July 18, 2012 (the “Guaranty”). The Second Amendment increased available financing from $100 million to $150 million and requires NSREIT CB to maintain at least $3.75 million and a maximum of $22.5 million in unrestricted cash at all times during the term of the Citi Credit Facility. The Limited Guaranty Amendment increased the Company’s maximum equity requirement from $250 million to $375 million. As of the date hereof, NSREIT CB and the Company had unrestricted cash and equity well in excess of the required amounts. All other terms of the Citi Credit Facility and the related Guaranty remained the same.
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Second Amendment and the Limited Guaranty Amendment which are filed as an exhibit to this Current Report on Form 8-K as well as the Citi Credit Facility and the Guaranty that were filed as exhibits to the Current Reports on Form 8-K filed on July 19, 2012 and December 4, 2012, respectively.
Safe-Harbor Statement
Certain items in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words like “anticipate,” “believe,” “plan,” “hope,” “goal,” “expect,” “future,” “intend,” “will,” “could” and “should” and similar expressions. These statements are based on the Company’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward looking statements; the Company can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, generally accepted accounting principles and policies and rules applicable to REITs as well as whether NSREIT CB and the Company will continue to maintain sufficient unrestricted cash and equity, and otherwise remain in compliance with the terms of the Citi Credit Facility and Guaranty. Factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and its other filings with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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10.1 |
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Second Amendment to Master Repurchase Agreement and First Amendment to Limited Guaranty, dated as of April 18, 2013, by and among NSREIT CB Loan, LLC, NorthStar Real Estate Income Trust, Inc. and Citibank, N.A. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NORTHSTAR REAL ESTATE INCOME TRUST, INC. |
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Date: April 23, 2013 |
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By: |
/s/ Ronald J. Lieberman |
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Ronald J. Lieberman |
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Executive Vice President,
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Exhibit 10.1
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND
FIRST AMENDMENT TO LIMITED GUARANTY
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIRST AMENDMENT TO LIMITED GUARANTY dated as of April , 2013 (this “ Amendment ”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“ Seller ”), NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“ Guarantor ”), and CITIBANK, N.A., a national banking association (“ Buyer ”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below) or the Guaranty (defined below).
RECITALS
WHEREAS , Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of July 18, 2012 (“ Original MRA ”), as amended by that certain First Amendment to Master Repurchase Agreement, dated as of November 30, 2012 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ MRA ”);
WHEREAS , in connection with the Original MRA, Guarantor entered into that certain Limited Guaranty dated as of July 18, 2012 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Guaranty ”), in favor of Buyer, guaranteeing certain obligations of Seller;
WHEREAS , Seller, Buyer and Guarantor wish to amend the MRA and the Guaranty as more particularly set forth herein.
NOW THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and Guarantor hereby agree as follows:
SECTION 1. Amendment to Master Repurchase Agreement . The following definitions in Section 2 of the MRA are hereby deleted in their entirety and the following corresponding definitions are substituted therefor:
“ Facility Amount ” shall mean $150,000,000.
“ Facility Availability Period ” shall mean the eighteen month (18) period commencing on the date of this Amendment and ending on October , 2014.
“ Concentration Limit ” shall mean, unless otherwise agreed to in writing by Buyer, (a) the aggregate outstanding Purchase Price with respect to any single property type shall not exceed 50% of the Facility Amount at any time and (b) the outstanding Purchase Price with respect to any single Purchased Loan shall not exceed 40% of the Facility Amount at any time.
“ Required Liquidity Amount ” shall mean the amount set forth in the right hand column below determined based upon the aggregate outstanding Purchase Price from time to time set forth in the left hand column below:
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Outstanding Purchase Prices
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Required Liquidity Amount
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0-22.5 |
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3.75 |
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>22.5-35 |
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6.25 |
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>35-50 |
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7.50 |
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>50-65 |
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9.25 |
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>65-70 |
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12.00 |
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>70-85 |
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13.50 |
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>85-100 |
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15.00 |
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>100-115 |
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17.50 |
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>115-135 |
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20.00 |
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>135-150 |
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22.50 |
SECTION 2. Amendment to Limited Guaranty . The following definition in Section 1.01 of the Guaranty is hereby deleted in its entirety and the following corresponding definition is substituted therefor:
“ Required Capital Amount ”: An amount greater than the lesser of (i) the sum of (a) 80% of the most recently reported Total Equity as of July 18, 2012 plus (b) 80% of the net cash proceeds received by Guarantor in connection with any issuance of Equity Interests in Guarantor that occurred after July 18, 2012 and (ii) $375,000,000.
SECTION 3. Omnibus Amendment to Transaction Documents . Any references to the MRA and the Guaranty in the Transaction Documents shall hereinafter refer to the MRA and the Guaranty, each as modified by this Amendment.
SECTION 4. Reaffirmation of Guaranty . Guarantor and Seller hereby acknowledge and agree that, as a condition to its execution and delivery of this Amendment, Buyer has required that, among other things, Guarantor reaffirms all of the covenants, representations, warranties and indemnities made by Guarantor in the Guaranty and the Non-Recourse Carve Out Guaranty pursuant to a Reaffirmation of Guaranty attached hereto as Exhibit A (the “ Reaffirmation ”).
SECTION 5. Conditions Precedent . This Amendment and its provisions shall become effective on the first date on which all of the following conditions precedent are satisfied: (i) execution and delivery of this Amendment by a duly authorized officer of each of Seller, Buyer and Guarantor; (ii) execution and delivery of the Reaffirmation attached hereto as Exhibit A by Guarantor; (iii) payment by Seller to Buyer of the amount contemplated in that certain Fee Letter, dated as of the date hereof, by and between Seller and Buyer and (iv) Seller’s payment of Buyer’s reasonable out of pocket expenses (including reasonable legal fees).
SECTION 6. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.
SECTION 7. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPALS.
SECTION 8. Confidentiality . Buyer and Seller hereby acknowledge and agree that all information regarding the terms set forth in this Amendment, any of the Transaction Documents, or the transactions contemplated thereby (the “ Confidential Terms ”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant or (iii) such information is disclosed in connection with an assignment of or participation in the MRA and the party to whom such information is disclosed agrees to retain the information received by it as confidential. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Transaction Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the Transactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
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Seller : |
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NSREIT CB LOAN, LLC , |
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a Delaware limited liability company |
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By: |
NorthStar Real Estate Income Trust Operating Partnership, L.P., a Delaware limited partnership, its sole equity member |
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By: |
NorthStar Real Estate Income Trust, Inc., a Maryland corporation, its general partner |
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By: |
/s/ Daniel R. Gilbert |
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Name: Daniel R. Gilbert |
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Title: Chief Executive Officer and President |
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[signatures continued on next page]
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Guarantor : |
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NORTHSTAR REAL ESTATE INCOME TRUST, INC. , |
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a Maryland corporation |
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By: |
/s/ Daniel R. Gilbert |
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Name: Daniel R. Gilbert |
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Title: Chief Executive Officer and President |
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[signatures continued on next page]